V.BOARD OF DIRECTORS: Difference between revisions

From BSC Policy
Jump to navigationJump to search
No edit summary
No edit summary
Line 3: Line 3:


2. One alumni Board Director shall be elected by the Board of Directors at the end of each spring semester during cabinet elections. All alumni are eligible to run for the position. The term of office of this Director is from the day after the Spring semester contract ends to the end of following Spring semester contract.  
2. One alumni Board Director shall be elected by the Board of Directors at the end of each spring semester during cabinet elections. All alumni are eligible to run for the position. The term of office of this Director is from the day after the Spring semester contract ends to the end of following Spring semester contract.  
::aThe potential alumni Board Director shall work with Cabinet to create a plan to ensure their ample and effective participation in Board’s ongoings; this participation plan will be voted on during their election to board.  
::a. The potential alumni Board Director shall work with Cabinet to create a plan to ensure their ample and effective participation in Board’s ongoings; this participation plan will be voted on during their election to board.  


3. Cabinet may recommend to the Board for approval up to two additional non-student directors. Note, that any Board Director can suggest candidates to Cabinet to be vetted as a recommendation to Board. The term of office of these Directors is from the day after the Spring semester contract ends to the end of following Spring semester contract, to be voted in by the previous year’s Board at the end of the Spring semester.  
3. Cabinet may recommend to the Board for approval up to two additional non-student directors. Note, that any Board Director can suggest candidates to Cabinet to be vetted as a recommendation to Board. The term of office of these Directors is from the day after the Spring semester contract ends to the end of following Spring semester contract, to be voted in by the previous year’s Board at the end of the Spring semester.  
::a Cabinet should give ample thought and consideration to the Board's needs – such as cultural competency, expertise, and governance philosophy – and current goals before recommending any additional external Board Directors.  
::a. Cabinet should give ample thought and consideration to the Board's needs – such as cultural competency, expertise, and governance philosophy – and current goals before recommending any additional external Board Directors.  
::b The external Board Director shall work with Cabinet to create a plan to ensure their ample and effective participation in Board’s ongoings. The participation plan shall be approved by Board during the vote to instate the external Board Director.  
::b. The external Board Director shall work with Cabinet to create a plan to ensure their ample and effective participation in Board’s ongoings. The participation plan shall be approved by Board during the vote to instate the external Board Director.  


4. The remaining members of the Board of Directors shall be elected by the members of the several units. Each unit shall elect one director for each seventy members, or fraction thereof, in the residential capacity of the unit. Only individuals with a current signed contract for the academic year in a specific unit are eligible to be Directors seated by that unit. A Director’s position will immediately become vacant upon the cancellation or termination of their contract or upon the transfer of their contract to another unit.
4. The remaining members of the Board of Directors shall be elected by the members of the several units. Each unit shall elect one director for each seventy members, or fraction thereof, in the residential capacity of the unit. Only individuals with a current signed contract for the academic year in a specific unit are eligible to be Directors seated by that unit. A Director’s position will immediately become vacant upon the cancellation or termination of their contract or upon the transfer of their contract to another unit.
Line 28: Line 28:


4. The BSC Board of Directors may vote to remove any individual Board Director that has not fulfilled their fiduciary duties (which may include but is not limited to undisclosed conflicts of interest, substantial negligence or lack of attendance), or has not fulfilled the roles and responsibilities written in this section, V.A. and V.B., of the BSC Bylaws. Director removal may only be considered if: cabinet places it on the board agenda and the agenda is approved by a simple majority, OR if the Board of Directors places it on the agenda by a two-thirds vote.
4. The BSC Board of Directors may vote to remove any individual Board Director that has not fulfilled their fiduciary duties (which may include but is not limited to undisclosed conflicts of interest, substantial negligence or lack of attendance), or has not fulfilled the roles and responsibilities written in this section, V.A. and V.B., of the BSC Bylaws. Director removal may only be considered if: cabinet places it on the board agenda and the agenda is approved by a simple majority, OR if the Board of Directors places it on the agenda by a two-thirds vote.
::a The Board of Directors must be given two weeks notice before the vote to remove ensues. If the Director being considered for removal is a Student Director, their unit must also be given two weeks notice of the vote.
::a. The Board of Directors must be given two weeks notice before the vote to remove ensues. If the Director being considered for removal is a Student Director, their unit must also be given two weeks notice of the vote.
::b The individual Board Director under consideration for removal must be given voice in person or in writing, prior to the vote, to offer their circumstance and plea on their behalf.  
::b. The individual Board Director under consideration for removal must be given voice in person or in writing, prior to the vote, to offer their circumstance and plea on their behalf.  
::c The motion to remove a board director may only be passed by a simple two-thirds majority.  
::c. The motion to remove a board director may only be passed by a simple two-thirds majority.  





Revision as of 09:23, 8 August 2019

V.A. MEMBERSHIP

1. The BSC Employee Association contract may include a provision for the designation of a Director from among members of the Employee Association. If applicable, this Director will serve at the pleasure of the Employee Association.

2. One alumni Board Director shall be elected by the Board of Directors at the end of each spring semester during cabinet elections. All alumni are eligible to run for the position. The term of office of this Director is from the day after the Spring semester contract ends to the end of following Spring semester contract.

a. The potential alumni Board Director shall work with Cabinet to create a plan to ensure their ample and effective participation in Board’s ongoings; this participation plan will be voted on during their election to board.

3. Cabinet may recommend to the Board for approval up to two additional non-student directors. Note, that any Board Director can suggest candidates to Cabinet to be vetted as a recommendation to Board. The term of office of these Directors is from the day after the Spring semester contract ends to the end of following Spring semester contract, to be voted in by the previous year’s Board at the end of the Spring semester.

a. Cabinet should give ample thought and consideration to the Board's needs – such as cultural competency, expertise, and governance philosophy – and current goals before recommending any additional external Board Directors.
b. The external Board Director shall work with Cabinet to create a plan to ensure their ample and effective participation in Board’s ongoings. The participation plan shall be approved by Board during the vote to instate the external Board Director.

4. The remaining members of the Board of Directors shall be elected by the members of the several units. Each unit shall elect one director for each seventy members, or fraction thereof, in the residential capacity of the unit. Only individuals with a current signed contract for the academic year in a specific unit are eligible to be Directors seated by that unit. A Director’s position will immediately become vacant upon the cancellation or termination of their contract or upon the transfer of their contract to another unit.

5. All Directors are expected to personally attend all meetings. However, in the event that the Director is unable to physically attend a meeting, the Director may participate and vote in a meeting remotely through the use of electronic communication technologies. Electronic participation must ensure that the Director remains actively informed and engaged throughout the duration of the meeting. Electronic participation in a meeting should occur only in the presence of extenuating circumstances for a Director. The President may request up to 48 hours notice and pre-approval of extenuating circumstances for the use of electronic participation.

6. No individual employed by the BSC shall concurrently serve as a director, except any Director appointed by the BSCEA. This Director may be excluded from executive sessions in which negotiations or re-negotiations of the BSCEA contract are being discussed. This provision shall not apply to member employees of units of the corporation or to students hired for short-term employment pursuant to the Personnel Code.

7. All Directors are required to attend and complete Board Training prior to voting or otherwise acting as a fiduciary for the BSC.

8. All Directors are required to attend Board meetings. Student directors are required to attend the meetings of at least one committee or task force of the Board. The President and committee and task force chairs determine, considering the preferences of the directors, committee assignments no later than the first board meeting of a given semester. Each student executive is required to attend all Board and Cabinet meetings, and any other meeting specified under their job description.


V.B. TIME OF ELECTION AND REMOVAL PROCEDURES

1. Student Directors shall be elected by their units during the Spring contract period and shall take office at 12:00 a.m. on the day following the final day of the Spring contract period. Directors shall leave office at 11:59 p.m. on the final day of the subsequent Spring contract period.

2. Student Directors shall be elected by the current Membership of their units via a minimum one week online election under oversight of the BSC President.

3. Any unit may request a determination of its membership. The unit shall then elect, or seat if previously elected, any additional Directors that such a determination shows that it is entitled to elect. Such directors shall take office immediately.

4. The BSC Board of Directors may vote to remove any individual Board Director that has not fulfilled their fiduciary duties (which may include but is not limited to undisclosed conflicts of interest, substantial negligence or lack of attendance), or has not fulfilled the roles and responsibilities written in this section, V.A. and V.B., of the BSC Bylaws. Director removal may only be considered if: cabinet places it on the board agenda and the agenda is approved by a simple majority, OR if the Board of Directors places it on the agenda by a two-thirds vote.

a. The Board of Directors must be given two weeks notice before the vote to remove ensues. If the Director being considered for removal is a Student Director, their unit must also be given two weeks notice of the vote.
b. The individual Board Director under consideration for removal must be given voice in person or in writing, prior to the vote, to offer their circumstance and plea on their behalf.
c. The motion to remove a board director may only be passed by a simple two-thirds majority.


V.C. EXPENDITURES

1. No expenditure of more than $5,000 shall be approved by the Board of Directors unless it has been discussed at two consecutive Board of Directors meetings, except by an absolute two-thirds majority. The expenditure may be approved at the second of the above-mentioned meetings and may not exceed the amount specified at the first meeting by more than 10%.

V.D. EXECUTIVE SESSIONS

1. Executive session shall be defined as a closed meeting including members of the Board and any other persons designated by the Board in the motion to enter executive session or requested after the motion by a two-thirds vote.

2. The Board may create a policy provision that triggers executive sessions only if

a. There is a specific matter of a sensitive nature to be discussed in these sessions, and
b. The policy passes by an absolute majority at a regular Board meeting after the policy and the provision for executive session have been discussed at at least one previous regular Board meeting.

3. No matters not explicitly designated in the motion to enter executive session may be discussed in that session.

4. All motions made and votes taken in executive session shall be included in the meeting minutes.


[Membership approved 3/19/15. Amended 5/9/19]